I'm With the Band
by BSparrow
Summary: This is my attempt to tell the story behind Penny Lane. What made her the way she was? Where did she come from? This starts before the movie and may lead all the way into the movie.
1. Chapter One 1969

**In case you were wondering, no I don't own anything related to Almost Famous or The Beatles...obviously. **

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"Lady! Lady! Where are you darling?"

Her mother's voice splintered the quiet like lightning striking a tree. Lady winced, kicking her brand new suitcase under her bed just in time.

Virginia Goodman burst through the bedroom door on a wave of Shalimar perfume. Her ratty fur-trimmed bathrobe billowed around her legs and a cigarette was clutched elegantly between long red fingernails. Her golden curls were piled on top of her head, spilling down around a face that had probably been remarkable twenty years before but now was coated with too many layers of makeup. She looked like a fragile and faded rose, a fallen Hollywood starlet.

"Lady, didn't you hear me calling you? No matter...I won't be home for dinner tonight darling. So I guess you'll be fending for yourself." Lady's mother floated towards the mirror hanging on her daughter's wall, automatically preening and smiling seductively at her own reflection as she spoke.

"Why should today be any different?" Lady pasted on a fake smile, flopping down on her bed and staring listlessly at her mother's back.

"I have a date with Mr. Hogan from the pharmacy so I probably won't be home until late." She didn't wait for a reply as she left the room, apparently to finish her pre-date preparation, leaving behind a cloud of smoke and perfume.

Lady shook her head sadly, staring at the empty space her mother had left behind. Over the years following her father's death, Lady had watched her mother's dates grow progressively older, poorer, and less attractive.

Virginia Goodman had once been Virginia Beaulovie, an aspiring actress and full-time gold-digger. She had been the most beautiful and sought-after woman in Manhattan in her younger years. To hear her tell it, she'd been courted by countless men. Flown to Paris in private jets, given diamonds the size of gumballs, and outfitted in the latest designer clothes by various lovers.

Then she had moved to California to pursue her acting career and met Harry Goodman, a nice hard-working middle school principal. Unlike her previous dates, he had taken her to a modest restaurant for dinner and then for a walk through a park to stare at the stars. And Virginia had fallen head over heels. They'd married soon after, and then a few years later Virginia had given birth to a daughter she named Lady...much to Harry's alarm.

Lady remembered her younger years fondly. The house had seemed so much warmer and more welcoming with two loving parents living in it. But the day little Lady had turned eight, her father was killed in a horrible car accident on the way to pick up her birthday cake from the bakery.

For months, Mrs. Goodman had mourned. She did little but lay in bed all day, sobbing and downing glasses of sherry. A parade of aunts, cousins, and family friends had swept through the house, cleaning and cooking while half-heartedly looking after the broken hearted little girl in the corner who wanted nothing more than to see her father again.

Then one morning about a year later, Lady had gotten herself up for school and headed to the kitchen to fix her usual bowl of cereal. Virginia had met her over the breakfast table, looking ten years older but far perkier than she had in months. Barely able to contain her excitement, she informed her daughter that an old boyfriend had heard of her husband's death and wanted to take her out for dinner that night. Lady was taken aback but said nothing. What could she say? This was her mother.

Nothing came of that first date but it didn't matter. It was followed by plenty more.

An aching emptiness settled on Lady's chest as she heard her mother humming and fiddling with makeup and perfume bottles in her bedroom down the hall. Could she really do this? Could she really leave her life behind, change it all? She answered herself quickly...yes, she could.

Leaning over, she flicked on the radio and dragged her suit case back out from under the bed. As she began packing, she tried to imagine what her life would be like. She knew who she would go to. She'd met him just a few years earlier when her mother and her boyfriend at the time (Lyle the concert promoter) had taken her along on their date. She'd been so much younger and more naive then. But he had been so sweet when he'd rescued her like a knight with a shining guitar.

She had loved the time she'd spent backstage with him, reveling in the chaos and the music. It had felt like she was finally at home. Light and sound and voices all around her, enclosing her like a blanket. Then it had all ended too soon when Virginia and her boyfriend swooped in and carried her home.

But she knew he'd have her back. She just knew it. She couldn't even think about what would happen if he took one look at her and no recognition dawned on his face. She couldn't think that way because she had no other options.

But before she even got that far, she knew she needed to change her name. Nobody could take a little blonde girl named Lady seriously. All the pretty girls she had met that night backstage had such beautiful and exotic names. Besides, Lady had never fit her to begin with. It was much more appropriate for someone like her mother. Lady was lost in thought and barely noticed when The Beatles voices came over the radio, singing "Penny Lane".

Without thinking, she began to sing along quietly, shoving a pair of shoes into the suitcase.

_Penny Lane is in my ears and in my eyes...there beneath the blue suburban skies._

Penny Lane. Penny Lane. The name stuck in her head, bouncing around in her ears and rolling off her tongue so delightfully. The thought struck her, bringing a smile to her face. That could be her name. Penny. Penny Lane. It fit somehow.

Still smiling, she snapped the suitcase closed.


	2. Chapter 2

**I don't own anything related to The Rolling Stones either. Thanks for the review and the tip...I enabled the anonymous reviews! : )  
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As soon as Virginia had been picked up at the door by her greasy bald date, Penny (as she now thought of herself) finished getting ready to set out on her own. She knew that he was going to be performing tonight. That was what had inspired her to finally leave.

Her small suitcase was stuffed with clothing and shoes but now she needed something to hold everything else. Opening her closet, Penny felt around in the dark corner until her hand hit hard cold plastic. Her father's old tackle box. She sat on the floor and pulled it in to her lap, brushing off the dust and feeling warm and nostalgic. She remembered the times he had taken her on fishing trips. They'd gotten up before dawn and drove an hour to the lake outside town. They'd never really caught much of anything but they'd had a great time laughing and eating soggy ham and cheese sandwiches.

Penny dumped out the fishing lures and hooks and wiped the small box clean. This would be perfect.

Now all that she needed was something to make her stick out. Something to get her noticed. Feeling somewhat guilty, she snuck into Virginia's closet which was brimming with clothes. Some were designer labels, some she had spent hours picking out at second-hand stores. One of the things she had always taught Penny was that appearances were everything. You should always look your best, no matter what.

After picking through hanger after hanger of clothing, Penny came across what she was looking for. It was a gorgeous deep green embroidered coat with luscious white fur trim. Perfect.

Penny slipped it on and it fit perfectly. Obviously it was from her mother's younger years. Glancing at the clock, she found it was already getting late. Time to go.

Grabbing her suitcase and tackle box, she slipped out the door and down the sidewalk. The sun was setting, casting the neighborhood in rich orange-tinted light. Penny felt the excitement and anticipation building up inside, filling her chest and finally bubbling out in the first real laugh she'd felt in years. A weight seemed to lift off her chest as she got further and further away from her house. She wasn't surprised that she had no urge to look back.

A little more than an hour later she was standing in the dark outside the back door of the San Diego arena. Inside, the opening act was warming up but she wasn't interested in them. Now that she was here she wasn't feeling quite as confident. The worry that he wouldn't remember her was overwhelming, running through her head constantly. He'd probably seen so many girls since that night years ago.

"Hi." A throaty voice said from behind, making Penny jump.

She turned to see a girl that looked about the same age as her with long dark brown hair and heavy makeup.

"You waiting for the Stones too?" The girl smiled a crooked smile and leaned against the wall next to Penny.

"Yeah…I didn't know if I was in the right place." Penny said, dropping her suitcase beside her with a loud thump.

"Looks like you're in it for the long haul. Are you planning on going on the tour with 'em or something?" The girl laughed and lit a cigarette offering one to Penny.

Penny nodded and accepted it awkwardly, watching the girl and imitating her. The smoke burned her throat but she tried to ignore it.

"No…well I don't know. I don't really know what I'm doing." She confessed quietly, looking away as a few concert-goers passed by them.

"This is your first time? Well look, I'm Sapphire. Just stick with me, okay?" The girl smiled sincerely at Penny, shifting her weight from one high platform to the other.

"Really? Can you help me meet Keith?" Penny asked hopefully, stubbing out her half-smoked cigarette.

"Sure. Why not Mick?"

"Mick's fine…but I really want to see Keith again." Penny smiled, feeling warm and cozy inside thinking about him.

"What's your name?" Sapphire asked, peering at Penny curiously in the dark.

"Penny. Penny Lane." She answered automatically and proceeded to tell her new best friend her story.

It wasn't long before Sapphire had muscled her way past the doorman, dragging Penny along with her. Backstage it was disorder and disarray. Roadies were running around in circles, lugging instruments and equipment. Other girls with taller platforms and lower standards were eyeing the newcomers warily.

"Ignore the roadies. If you flirt with them, you'll never get near the band. They'll just spread it around that you're an easy lay." Sapphire advised as a roadie carrying a guitar case smiled at Penny.

"Where are we going?" Penny asked, drinking in the pandemonium blissfully.

"To the band room."

Penny felt a stab of anxiety and butterflies with iron wings took flight in her stomach.


	3. Chapter 3

**Yes, I know the whole age thing happened in Almost Famous. I did that on purpose, hoping to explain the story behind some of Penny's actions. And no, I'm not trying to say Keith is a pedophile or anything...I got their relationship from the script. :)  
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Sapphire didn't seem to notice Penny's apprehension or feel any of her own. She bulldozed through people right and left before stopping short in front of a non-descript wooden door. Faint voices and deep male laughter could be heard from the other side.

Penny gulped as Sapphire turned to her with a devilish smile and asked, "You ready?"

"No! What do I do? What if he doesn't remember me?" Penny felt frantic, digging her fingernails into Sapphire's arm.

"Don't worry! And stop scratching me. It'll be okay, just hold your head up and act like you belong."

Penny opened her mouth to speak but before she could get the words out the door flew open to reveal a thin man with wild dark hair dressed rather flamboyantly. He looked at the girls before him with dazed black eyes, taking a puff from the cigarette between his long elegant fingers.

"Oh my God." Penny felt the words slip out of her open mouth before she could stop them.

Keith looked amused, shaking his head as Sapphire elbowed her sharply.

"Hi Keith…how's it going?" Sapphire beamed up at him, tilting her head seductively to the side.

He nodded at her and then looked to Penny who felt her heart stop as he did a double-take.

"You. You look familiar." He said, narrowing his eyes and looking down his nose at her as she stood before him trying to exude a confidence she didn't feel.

"I met you…about two years ago? You helped me when I almost got crushed by the crowd." Penny said, still gripping Sapphire's arm tightly.

After a moment of studying her, recognition finally dawned in Keith's dark eyes, "Lady. Wasn't that your name?"

A smile lit Penny's face as she nodded vigorously. "Yeah! But now it's Penny."

"Ahhh, I don't blame you darling." Keith chuckled.

"What's going on out here?" Mick stumbled through the doorway, throwing his arm around Keith's shoulders and smiling sinfully at Penny and Sapphire with those infamous lips.

"Mick! Darling! How have you been?" Sapphire swooped in to press a kiss on his cheek as Keith stepped out and leaned in towards Penny.

"How have you been sweetheart? Forgive me for not recognizing you at first but…well you know how it is." A slow smirk crept across his lips as Penny stared up at him in wonder.

"I've been okay. I just remembered that you told me to look you up if you came back to town." Penny managed, trying to sound cool and calm.

"That I did. How old are you now Miss Penny? You were so young then."

Penny didn't answer immediately. Should she tell him how old she was? What if he had her thrown straight out? How old could she pass for?

"Umm, 17." Penny said firmly, looking at the floor.

"If you're 17, darling, I'm 77." Keith laughed outright, brushing a blonde curl behind her ear.

"16?"

"Try again." He shook his head. "It's not hard to tell when people are lying, sweetheart."

"15." Penny finally admitted, biting her lip as he nodded.

"There we go. That wasn't so bad was it?" Penny felt her heart flutter as Keith put his arm around her shoulders and led her into the room that Sapphire and Mick had disappeared into.

Inside she saw the rest of the band grouped together, talking quietly. The boys appeared to be preparing for the show minus Mick. He was busy being cornered by Sapphire who seemed to be trying to sneak her hands down his velvet pants. Poor Mick looked wild-eyed and somewhat terrified…like a caged animal.

"Gentleman, say hello to the beautiful Miss Penny…" Keith stopped and looked at her questioningly.

"Lane." Penny whispered, smiling at the boys and swallowing her nervousness, though it didn't go down easy.

"Penny Lane? Like the song? Alright darling. Say hello to the beautiful Miss Penny Lane." Keith pressed a kiss on her cheek as the other occupants of the room nodded and smiled their hellos.

"Okay boys, tighten up, it's time for the show. Follow me." The manager called out, knocking on the door as he passed by and interrupting Penny's moment of bliss.

Mick seized the chance to escape from Sapphire's wandering hands and trotted out the door after his band-mates. Keith started to follow but must have noticed the uncertainty on Penny's face because he simply took her hand and smiled. Sapphire was close behind as he led her towards the stage.

They stopped at the edge of the darkness near the manager and a few roadies. The stage glowed, empty and waiting before them as a sea of people stood waiting impatiently.

"Just stand here with the girls and enjoy, Miss Penny." He grinned, accepting his guitar from a roadie before following Mick out on stage.

The crowd was wild with excitement by the time the band was introduced. A few half-crazed girls were already trying to climb on stage, much to the dismay of the numerous beefy security guards rushing to stop them. When the band launched into "Jumpin' Jack Flash" the roar became deafening.

Instead of feeling overwhelmed, Penny decided she felt right at home. This was what she needed… where she needed to be, the crowd she needed around her. Her past and her worries slipped away as the music soothed her raw nerves, relaxing her enough to allow her to sway along with the tune. She didn't even notice the other girls glaring daggers at her back. Beside her, Sapphire was grinning like a lunatic, her eyes on Mick as he pranced across the stage. Penny closed her eyes and smiled, letting the music flow over her as she enjoyed the moment for what it was.


	4. Chapter 4

All too soon the show had ended and the crowd began streaming out of the arena, except for a few die-hards who were clamoring at the front of the stage for an autograph. The roadies rushed in to begin dismantling the equipment and Penny felt the energy dropping around her. The show had been the pinnacle and now the after-math seemed like such a letdown. She could see Keith at the front of the stage autographing a shirt for a young boy who looked at him with starry eyes.

Unsure if it was allowed, Penny took a tentative step out on to the stage, peering out to see what the boys saw when they performed. She saw trampled flowers, scraps of paper, and silky undergarments littering the stage and couldn't help but smile to herself. It was like art.

Before she could take another step, the Stones went filing past her, laughing and dripping with sweat. Keith's dark eyes connected with hers and she tucked herself under his arm, feeling even more attached to him than she had before.

Back in the band room, the party was in full-swing. Girls were trying to cram themselves through the doorway to get to the boys. Penny was clinging to Keith, determined to keep him from the parade of hungry-looking girls who continually sashayed past him. She watched as enough alcohol to drown an army was wheeled into the room and put on ice. Everyone took a drink except for Penny. She preferred to sit back and watch the happenings while listening to Keith's voice. She couldn't help but laugh when she saw that the tables had turned and now Mick was pursuing Sapphire who seemed to be enjoying the chase.

"Great show boys, great show. Girls, may I borrow the band for a moment? Just a moment, I'll return them in one piece." The manager breezed into the room, looking frazzled but competent.

His assistant followed closely, carrying an armload of clothing. Before Penny realized what was happening he had tossed a few rumpled shirts straight at her. They landed on her lap and at her feet in a heap as she stared at him in confusion.

"You're with Keith right? Those are his shirts that need ironing. Iron's in the back." He said dismissively, moving on and muttering about being taken advantage of by the "bloody band".

Penny picked up one of the shirts between two fingers, frowning at it as it dangled limply from her hand like a dead animal.

Sapphire flopped down on the couch at her side, a cigarette in one hand and a glass in the other. She elbowed Penny in the ribs for the second time that night.

"Stop making that face. It's not all glamour, honey. Sometimes we gotta do the dirty work too. We're like their wives on the road…and ironing isn't that bad. Do you know how?"

Penny nodded slowly as Sapphire's words sank in. Of course she knew how to iron. Virginia Goodman would never have her lily white hands ruined by menial household chores, even when Penny's father had been alive. And while Penny had enjoyed the glamorous part of the evening, this somehow felt even more intimate than standing off-stage during the show.

"Yeah, I know how. Can you show me where the ironing board is?" Penny stood with the armload of shirts, smiling at Sapphire's approving expression.

After the meeting was over and the ironing was finished, it was time to leave. Sapphire reported that the destination was the Plaza.

"They're too big to stay at the Riot House anymore. And I think they're banned there anyways." Sapphire told Penny as they joined the group of girls following the band out to a waiting limousine.

Inside, it was a tight fit. Raucous laughter and catcalls bounced off the walls. Penny found herself jostled into sitting on Mick's velvet-encased lap. She blushed as he raised an elegant eyebrow at her precarious position and obvious discomfort. Ignoring his lascivious wink, she watched observantly as her suitcase and tackle box purse were loaded up with the rest of the luggage and then they were off.

The ride was a short one, filled with recaps of the show and dirty jokes. At some point Keith noticed her seating arrangement and burst into laughter, dragging her into his own lap. Penny felt both comforted and somewhat disturbed that she was being treated like a piece of drapery. That thought quickly disappeared when he kissed her cheek and whispered in her ear before pushing his bottle of god-only-knew-what into her hand.

Penny took a hesitant sip, wincing as liquid fire slipped down her throat.

"Good girl." Keith grinned, patting her blonde curls fondly as they bounced on down the highway.

Their arrival at the hotel was more chaotic than the show. Crowds of people milled around outside the front entrance so the limo circled around to the back. Only a few more experienced fans were waiting at the service door.

The boys rushed in, ducking and swerving from the frenzied fans that wanted nothing more than to just touch them. Penny grabbed her things and followed Sapphire, tripping on her platforms but rushing to catch up with her friend.

"What happens now?" Penny whispered loudly, limping along while trying to shove her foot back into her shoe.

"We'll see. The boys will probably head to their rooms and take a girl or two with them. You need to find Keith and I'm gonna go find Mr. Jagger. Oh and hey…good luck tonight. Don't be nervous." Sapphire beamed at Penny, before veering off as she spotted her target down a hallway.

Penny stopped to watch her go, standing in the middle of the quiet hall and feeling hopelessly lost and worried. Was she destined to spend the night wandering the hallway and knocking on doors? She was determined to spend the night with Keith. He had to be her first rock conquest or her whole plan would fall to pieces.

"Are you lost, darling?" A smooth, familiar voice filled with laughter sounded directly behind her.

Penny turned to find Keith standing in an open doorway, grinning and motioning her inside. Relief followed by a shot of anxiety filled her as she stepped through the doorway to find the room empty except for the two of them. She dropped her things by the door and noticed Keith staring at her suitcase with a frown. She started to question what that gorgeous frown meant but he cut her off by pulling her into his arms. His forehead still glistened from the excitement of the show but he smelled wonderfully intoxicating. His exquisite silk suit felt indulgent against Penny's skin as she sank against him, her fingers running through his thick black hair.

"I'm so glad you came to see me tonight, Miss Penny Lane." He grinned, pressing a kiss on the tip of her nose before proceeding to kiss her thoroughly.

Penny could only feel glad too. She had found her calling.


	5. Chapter 5

**From now on in the story, all bands and people will be fictional but probably based on real people. Shouldn't be too hard to figure out if you're at all into 60's and 70's rock. After this chapter, I'm probably going to skip ahead some so it's not a day by day sort of thing.**

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Morning came for Penny around noon the next day when the hot sunlight finally broke through the half-closed brocade curtains covering the window. For a moment she was unsure where she was, as her eyes took in the sumptuous suite and the silky white sheets. Then the events of the previous night came flooding back to her, bringing a small smile to her lips. She looked around for Keith but found his spot on the bed already cold. She listened for the shower but the room was silent.

Feeling a twinge of fear, she jumped out of bed, trailing the sheets behind her to cover herself as she threw open the door and looked into the hallway. At the end, near the back entrance of the hotel, she saw the band and the road crew busily gathering their equipment and preparing to leave.

Penny cursed under her breath, tripping over the long sheet trailing behind her and stubbing her toe in her hurry to throw open her suitcase and get dressed.

Gathering her things, she rushed out into the hallway, head first into Sapphire who looked as ragged as Penny felt. Glancing down the hallway, she saw she was already too late. The band had climbed into the limousine and the driver was shutting the door.

Penny dropped her suitcase and flew down the hallway, throwing open the door and running out into the hot afternoon sun. Shielding her eyes against the glare, she squinted through the back window and could just make out the back of Keith's dark head. He wasn't turning around to see her, wasn't stopping the driver, and he obviously wasn't bringing her along.

But someone else was turning around. Someone with shockingly blonde hair and a pair of stunning kohl-rimmed eyes. Eyes that stared at Penny threateningly, as if the girl they belonged to could read Penny's mind and knew exactly what she had been doing at the hotel.

"Anita."

Penny turned to meet Sapphire's sympathetic gaze, feeling her heart turn to lead and sink, bringing all her naivety down with it.

Penny opened her mouth to say something but couldn't quite form the words around the knot that was blocking her throat and bringing tears to her eyes.

"Hey, hey…don't cry honey. You got what you wanted, he got what he wanted. Oh and he didn't leave without saying goodbye…I found this note right inside the door of your room." Sapphire smiled weakly at Penny, understanding the lesson that her friend was learning the hard way as she handed over the slip of paper.

Penny wiped her eyes and took a deep breath, unfolding the paper and reading it quietly aloud.

_Miss Penny Lane,_

_Thanks for last night darling. Great time. I'll be sure to look you up next time I'm in town. Keith._

Penny crumpled up the note and slid it into her pocket, rubbing her stinging eyes to hold back the tears. She felt stupid for feeling this way. What had she really expected? That he would fall in love and whisk her away? Marry her? Was that what she had really wanted from him in the first place?

Penny answered herself by shaking her head. She didn't want to be his wife…she had enjoyed the time she had spent with him and she knew she would probably see him again one day. Until then, she could have fun. She was still free, out from under Virginia Goodman's thumb.

"You okay now?" Sapphire asked, looking at her quizzically.

"Yeah…yeah, I'm okay." Penny smiled faintly and then laughed a little bit. "How was your night?"

"Wild." Sapphire groaned, combing her tangled hair with her fingers.

"So…what are you going to do now?" Penny asked, wondering the same thing about herself.

"Take a shower. I don't think anybody will notice." Sapphire grinned.

"What about after that?"

"Do you not have anywhere to go, Penny?" Sapphire asked, her expression turning serious.

"No…I guess I don't."

"Want to come stay with me for a while? I'm going to the Riot House tonight to hang out with this new band called Black Bullet."

Penny felt a rush of gratitude to her new best friend, someone she hadn't even known 24 hours ago. Strange how much one night could change a person's life.

"Yeah, I'd love to. Thank you."

Sapphire only smiled and linked her arm through Penny's as they flounced back inside to wash off last night's makeup and get ready for the night ahead.


	6. Chapter 6 1970

**One Year Later**

It had been exactly a year since that fateful day that Penny had abandoned her old life to throw herself into the overwhelming decadence of the world of rock and roll. She had promised herself on that day that she wouldn't look back and certainly wouldn't come back no matter what. She was proud to say that she had kept that promise, though at times it had been tempting.

There was the night that she and Sapphire had walked into what they had thought was a party only to find a room full of naked people sitting in a circle around a goat, chanting in a terrifying sounding language. They didn't stick around to find out exactly what was going on, though a very well-known pop singer had stood up in the midst of the circle to invite them to join him.

Then there was the time that Penny had been invited to a party by a notoriously eccentric drummer. When she had arrived at his house in Laurel Canyon, she was horrified to find there was no party and that he was naked and completely out of his mind on drugs. He had chased her around the house and then around the neighborhood with a devilish grin on his face until a kind older woman had hurried her inside her home and locked the door just before he slammed into it, howling like a wolf.

Yet another time, she had been hanging out at the Whisky with a very stoic and handsome guitarist when he slipped something in her drink. Needless to say, his intentions weren't good. Penny had passed out but fortunately a friend had witnessed the whole thing and stopped the guitarist as he tried to carry her out to a waiting car.

There had been good times and there had been bad ones, but she had never regretted her decision. She was grateful that Sapphire had shown her the ropes or she would have blundered into many more dangerous situations than she already had.

"Penny, hurry up!" Sapphire's voice called from outside the bathroom.

Penny took one last long look at herself in the mirror, smiling at her reflection. Sapphire had heard that a really amazing band called Sinking Ship was arriving tonight from England and was staying at the Riot. Penny didn't know much about them, she'd only heard their latest single but that had been enough. She immediately fell for the lead singer as soon as she heard his voice.

When they arrived at the Riot House just over sunset, the place was swarming. A mob of crazed fans had surrounded the front door and extended well out into the busy street. Cars swerved to avoid them, blaring their horns and yelling obscenities.

"Good Lord." Sapphire muttered, slamming the door shut on her rickety old car.

Linking arms, they waded through the crowd and into the lobby which was even more frenzied.

"I didn't think it would be this crazy." Penny frowned, pulling her fur-trimmed coat closer around her.

"We'll never find them like this." Sapphire mumbled thoughtfully, obviously trying to work it all out in her head.

Penny stood in silence, observing the crowd around her. An unobtrusive older man pushing a luggage cart caught her eye. The cart was loaded with expensive European luggage and she noticed the tip of a shiny black guitar case sticking out from under the bags.

"Follow him." She whispered to Sapphire, motioning towards him casually.

They set off down the hallway, a good distance behind. The man stopped at a service elevator and hit a button for the seventh floor.

They let him get on and waited until he'd had enough time to get off again. Sapphire frantically punched the 7 button and the doors slid open. Before anyone could notice, they piled into the elevator, grinning elatedly.

When the doors slid open again, they could already hear Sinking Ship's music blaring from the rooms at one end of the hall. The opposite end of the hall was silent and empty. The old man was pushing the empty cart back towards the elevator, eyeing them suspiciously. Without discussing the situation, they both tilted their heads in the air and flounced purposefully down the hall, offering the man a kind but superior smile as they stepped past him.

As they neared the end of the hallway, they could hear loud voices through the door.

"Fine! Do what you want!" The door in front of them flew open violently and out stepped a tall beautiful man with flowing wild blonde hair and dark blue eyes. "I don't need you or your bloody guitar playing!" He called over his shoulder at someone in the room, in an achingly beautiful and familiar voice.

Penny shivered, unable to look away. It was him, her beautiful singer from Sinking Ship.

The door slammed behind him and he looked away in disgust, walking past Penny and Sapphire without seeing them.

Penny knew she couldn't let this moment slip away. She gently touched his arm as he walked by, smiling softly at him when he jerked his head around to look at her.

"Hi." She said, praying he wouldn't bite her head off and have her thrown out.


	7. Chapter 7

Penny watched his face soften as his eyes took in the sight of her and Sapphire standing before him, fully decked out in their rock and roll finest…all fur, velvet, and feathers.

"Hi." He nodded, a smile slowly reaching his lips.

"Are you Will Pine?" Penny ventured, knowing he was but wanting to let him know she recognized him.

"That's what they say. And who might you be, sweetheart?"

"I'm Penny Lane and this is Sapphire. We're here to welcome your band to California." Penny smiled, sticking her hand out for him to shake and ignoring Sapphire's snort of laughter.

He laughed, taking her hand in his and pressing a kiss on it instead.

"Well, thank you darling. I feel very welcome indeed." He stared into her eyes, and she shivered with delight.

At her side, Sapphire cleared her throat, obviously itching to get to the rest of the band. Will looked at her with a raised brow.

"The rest of the bloody idiots are in there if you want to try your luck with them."

Sapphire grinned and turned on her heel, knocking loudly on the door. Penny watched as a thin man with curly black hair and an angelic face opened the door. Sapphire purred her hello and he pulled her inside, shooting a venomous look at Will before slamming the door behind her.

"You didn't want to welcome James did you, Penny?" Will asked in a teasing voice as he took another step closer to her.

"No, I came here to welcome you in particular." Penny smiled up at him, exuding every ounce of charm she could.

"Did you now? Well, let me see what we can do about that." He chuckled, leading her down the hallway and unlocking his door.

Later that evening, while Penny was exiting the hotel room shower in a delightfully vanilla scented cloud of steam, a loud knock sounded on the door. Will groaned and slid out from under the sheets to answer the door while Penny hurried to throw on some clothes.

The angelic dark haired man she had seen earlier stood in the hallway, his face much calmer now. Penny found herself wondering if Sapphire had something to do with that.

"Will, we're leaving for the show. Mark and Leon are already out in the car. Are you coming?" He asked in a quiet, sophisticated voice as Sapphire came up beside him, smoothing her hair.

Will only stared at him for a moment and Penny cringed, willing him to just suck it up and say yes. He turned to look at Penny for a moment, a thoughtful expression on his face. Finally he turned back to James and nodded.

The ride to the show was more quiet than most, with Penny squished between Will and Sapphire. Her still-wet hair was twisted up on top of her head and a pin was poking her scalp, but Will's hand was on her thigh and that made it all okay.

As they arrived at the venue, Will leaned over and whispered in her ear, "Watch out for Jay when you get backstage. I'll have to leave you but you can sit on Jimmy's amp during the show so I can keep an eye on you." He smiled and patted her leg before climbing out of the car and rushing inside with his band-mates.

She and Sapphire followed with Peter, the manager, who handed them passes to stick on. They promptly taped them above their knee's…much cooler than pasting them on your chest.

"Will told me to watch out for some guy named Jay backstage…isn't that sweet? I wonder who that is?" Penny whispered to Sapphire, feeling giddy with excitement as they followed Peter through the maze of hallways.

"I don't know…James mentioned a guy named Jay too but he didn't say who he was. James is adorable isn't he? Everyone is raving about what an amazing guitar player he is." Sapphire gushed.

"Jay! Is the band in 2 or 4?" Peter called out, hurrying towards a large sweaty-looking bearded man with fierce eyes.

Penny and Sapphire exchanged a look of concern. Jay was eyeing them behind Peter, a lascivious smile on his terrible meaty face.

"2, Peter. Go ahead, I'll be right in." He growled, clapping Peter's thin shoulder with a hand like a catcher's mitt.

Peter bustled on through a door down the hallway and Penny automatically took a step back from this monster of a man who was still staring.

"Why hello there chickies…what are you two doing backstage?"

"I-I'm here with James and she's with Will." Sapphire stuttered, motioning to the passes they wore.

Penny felt a chill skitter down her backbone as he took another step closer and they took another step back.

"Penny! There you are darling. Come on, I'll show you where to go." Will's voice and his arm around her shoulder was sweet relief.

He hurried the two of them down the hall, shaking his head in disgust.

"Jay is hell on girls…we try to keep them all out of his clutches." Will sounded apologetic but Penny felt confused.

"If he's so bad, why do you all keep him around?" She asked, knowing she sounded terribly naïve.

"He's the best at what he does. If somebody doesn't want to pay us, he makes sure they do. If someone doesn't want to book us, he gets us the show. Without him and Peter, we'd be nowhere." Will explained as they stopped near the stage.

"You two just hang around right here, climb up on the amp or something because the show will probably last a good while. You'll be fine here." He promised, kissing Penny's cheek before rushing off back to the band to get ready to go on.

Penny and Sapphire did as they were told, astonished that they were allowed to sit in such a prestigious location. They were practically on stage! The roadies rushed around them, complaining as they set up equipment. Not very far away, the audience was cheering and shuffling around restlessly, anticipating the performance.

Right before the show, a frazzled looking redhead wandered up to stand beside them, looking lost and out of place.

"Is this where I'm supposed to stand? Leon just told me to find a blonde and a brunette and stand with them." She whispered loudly, fiddling anxiously with her beaded necklace. Penny liked her immediately.

"Yeah, you're fine. I'm Penny and this is Sapphire." Penny smiled serenely at the girl, extending her hand for a shake.

"I'm Beth." The girl nodded, looking relieved.

The start of the show silenced any more conversation. Penny was in heaven, Sinking Ship was even more amazing live. Will's voice raised chill bumps on her arms and James's guitar playing was unbelievable. She was lost in the music until she noticed Jay standing a few feet away, still staring at her with a look on his face that assured her he would have his way.


	8. Chapter 8 1971

**One Year Later – 1971**

"Hey! Who is that girl? Why does she get to stand over there?"

An outraged voice from the other side of the barricade caught Penny's attention. She was leaning casually against Sinking Ship's waiting limousine, fiddling with her white feathered boa as she waited for the boys to come rushing out the back door. Peter had begged her to wait inside the car but the night air felt too delightful on her skin so she had ignored him and simply popped her cobalt blue sunglasses over her eyes.

Penny had been hanging around Sinking Ship off and on for the past year, watching their steady rise to success until they became one of the biggest bands on the charts. Each time they came into town, Will made sure to call her up and have a pass waiting for her at the venue.

"Not fair! She's probably just some nasty groupie!" Another voice tinged with jealousy answered the first, plenty loud enough to reach Penny's ears.

Penny felt taken aback, shocked even. Those people didn't even know her! She opened her mouth to spout off an angry reply but thought better of it and simply turned her back on them.

Sure, she knew exactly what she was and she was happy with herself. She didn't delude herself into thinking she was anything more than just that…a groupie. Penny had never seen it as something negative, something to be ashamed of. She was just a girl who liked groups, and groups seemed to like her back. What was so wrong about that?

But with the way those two girls had spat out the word, it might as well have been "scum" or "trash". Penny decided right then and there that she didn't like that word anymore. If groupie meant something bad, something disgusting…then she wasn't a groupie.

The wheels began turning in her mind as a commotion at the door alerted her that the band was on their way out. She slid into the car ahead of them, already formulating a plan.

* * *

"Okay…so I think we should call ourselves…the Band Dolls."

Penny was sitting cross-legged on a bed next to Sapphire. She had explained what had happened to her the night before and told Sapphire her plan. Together, they could completely revolutionize the way people saw groupies.

"The Band Dolls?" Sapphire stuck out her tongue, an obvious thumbs-down.

"Well, maybe not that then. But do you get what I'm saying here?" Penny asked earnestly, twirling a lock of hair around her finger.

"Yeah, I totally understand. I think it's a great idea, honey. But we need a better name. And more girls." Sapphire leaned back against the headboard, tapping her finger on her chin and looking thoughtful.

"Hey, we could call Beth!" Penny suggested eagerly, bouncing up to her knees and diving for the phone.

The next evening, the girls had their first meeting in Room 703 of the Riot House as a party for Sinking Ship raged on in the next room over.

Penny and Sapphire held court on the bed. At their feet on the floor sat Beth and a thin brunette they had found wandering the hall and looking lost.

"Okay. Meeting is in session." Sapphire giggled, lighting a cigarette, looking drunk on power and perhaps something more.

The little brunette tentatively raised her hand.

Penny raised a brow and nodded at her uncertainly. "…yes?"

"I'm a little bit confused…what kind of meeting is this?" The girl said in a quiet, breathy voice.

"This….is the very first official meeting of the…wait, what name did we decide on?" Penny looked to Sapphire in confusion.

"Umm…oh! The Band-Aids." Sapphire answered after mulling it over for a moment.

"Yeah! Yes, this is the first official meeting of the Band-Aids. Now, what's your name?" Penny asked kindly, smiling at the girl who still looked confused.

"Jennifer Crews?" The girl said, looking around as if she suspected they were playing a joke on her.

"Jennifer…honey, that sort of name will get you nowhere. You need something with some flash, some spice." Sapphire proclaimed passionately, leaning forward so far she nearly slid off the bed.

"Yeah! Maybe…." Penny glanced quickly around the room for inspiration, her gaze landing on the Kolexia clock on the night-stand. "I've got it! Polexia! Polexia Aphrodisia!"

The girl looked shocked but Sapphire and Beth cheered in approval.

"Okay, so as Band-Aids we agree that we can't act like the rest of the girls. We've got to be here for the music. We inspire the music. Without us, there is no music. We've got to take care of these guys, be like their wives and not just some girls they picked up on the road." Penny announced with a flourish.

Beth was nodding as if Penny had just revealed the secrets of the universe but Polexia was looking more terrified than ever.

"I don't know if I'm cut out for this stuff…I mean, I don't think I'm really a groupie. I've never….been with a guy in a band." She confessed, avoiding the other girl's eyes.

"Well, what were you doing out there in the hallway?" Sapphire asked huffily, stubbing out her cigarette on the bed's comforter.

"I…I was looking for Mark. You know, the bass player for Sinking Ship?"

"Oh, well he's right next door! What did you plan on doing when you found him?" Penny asked, sliding off the bed and sitting face-to-face with the girl.

"I don't know. I just wanted to meet him. He…he speaks to me." Polexia breathed, closing her eyes.

Penny nodded, smiling knowingly. "Want me to introduce you?"

Before Polexia could answer, a thunderous knock sounded at the door before it flew open, banging into the wall violently.

"Is Miss Penny Lane in by any chance?" A familiar looking man with a velvet jacket and huge black sunglasses stumbled into the room, a crooked grin on his face.

Penny felt her heart stop for just a moment before it resumed its regular rhythm. She launched herself off the floor and into his arms screaming, "Keith!"

"Ah, Penny darling. A little birdie told me you would be here."


	9. Chapter 9

**Keith: Back by popular demand. :) Anybody know who "Sinking Ship" is meant to be? A hint, it starts with a Led and ends with a Zeppelin. Ahh, two of my favorite bands all together. Sort of. Okay...on with the story.  
**

* * *

Keith laughed at Penny's gleeful squeal, sweeping her off her feet before staggering out the door like a pirate carting off his wench. Beth and Polexia stared after them with matching looks of surprise on their faces as Penny's laughter echoed down the hallway.

Polexia turned to Sapphire with wide eyes, "Was that who I thought it was?"

"Keith? Yeah. They're old friends." Sapphire rolled her eyes, lurching off the bed and swaying on her feet before grabbing Polexia's wrist and dragging her to her feet.

"Come on, we're going over to the party." She told the girl as she headed out of the room and walked the short distance to the door next to theirs.

Beth followed eagerly, but Polexia was white as a ghost. Sapphire ignored her protests, too focused on getting close to James again. How dare he reject her, how dare he laugh at her!

The party was in full swing and the luxurious suite was already half-way destroyed. Lamps lay shattered on the floor, paintings hung crooked on the walls, bottles and cigarette butts littered the carpet, and it appeared that someone had set the fern in the corner on fire. Will was leaning out the window, laughing and yelling slurred obscenities at the passersby on the sidewalk below. James was in the corner, strumming his guitar and wearing a smirk that made it obvious that he had orchestrated the whole thing. Leon was nursing a glass of scotch and trying to ignore the dramatically underage blonde who kept stroking his hair. Mark was nowhere to be found. The room was full of other people who were either hangers-on or girls in varying degrees of undress who tried to keep their cool to hide how desperate they really were to get their hands on one of the boys in the band.

Sapphire headed straight for James who looked amused to see her looking like such a mess. Beth thought better of joining the party and turned on her heel to find something better to do, leaving Polexia stranded in the doorway.

* * *

"So what are you doing here? I didn't know you were in town." Penny asked Keith around a mouthful of food.

It was morning, or early afternoon, and Keith had ordered every breakfast item on the menu then spread it all out in between them on the bed. Penny smiled at him and stabbed another piece of scrambled egg with her fork.

"Passing through, darling. Just passing through. But I said to myself, I must stop and see my darling Penny Lane. It's been so long." He winked at her, taking a big bite out of his slice of toast.

"I'm glad you did." She winked back.

"So how have you been spending your time darling? I saw a picture of you in one of the gossip rags while I was in London." He informed her nonchalantly, taking a sip from his glass and climbing off the bed.

Penny almost choked on her orange juice, looking incredulous. "What! What kind of picture? What are you talking about?"

"Oh it wasn't a big picture. Just of you getting in a car with that new band….Sinking Ship? Something like that. They identified you as an unknown blonde but I would have known that backside anywhere." He drawled, sliding on his pants and buttoning them.

Penny sighed, flopping back on the pillows as she watched him with a smile.

"Now where is my shirt?" Keith muttered, hands on hips as he looked around the room.

When his gaze landed on Penny, he grinned.

"To hell with getting dressed." He chuckled, climbing over the rattling plates and uneaten food, right into her waiting arms as she giggled blissfully.

* * *

All too soon, Penny was forced to kiss Keith goodbye as he rushed to the airport to catch a flight to New York, promising her all the while he would send for her. It wasn't the first time someone had told Penny that and she knew better than to sit around and wait for a call that would never come.

As she drifted down the hallway, humming an old Stones song, she heard voices rising in a heated argument from Sinking Ship's room. Stopping in the doorway, she saw Will standing with Peter and Jay and a few hotel employees. He looked like a schoolboy being scolded, eyes downcast and trying to hide a smile.

Looking up, Will caught sight of Penny and smiled sheepishly around Jay's massive body. Penny waved back, finally noticing the gaping hole in the wall and the smashed TV set that had obviously caused it as well as the rest of the destruction. No wonder he was in trouble. She swallowed her laughter and slipped quietly into her room.

Inside, she found Sapphire sprawled across the bed in her clothes and shoes with a pillow clutched tightly over her face. Beth was on the other bed, painting her toenails a blinding shade of purple. Beyond them, Penny was surprised to see Polexia lounging on the balcony.

"She's still here?" Penny whispered to Beth.

Beth nodded, "She spent the night with Mark. Just came in right before you. How was Keith?"

"Perfect. As always." Penny grinned, climbing onto the bed beside Beth.

"What's wrong with Sapphire?" She asked the redhead, who was intently slathering the purple goop on the nail of her big toe.

"Big fight with James. He laughed in her face and she threw a drink on him. Or so I heard." Beth whispered, glancing over her shoulder at the motionless form in the other bed.

"I did not throw a drink on him. I hit him with a bottle." Sapphire mumbled from beneath the pillow before rolling over, turning her back to the girls.

Penny exchanged a weary look with Beth and stood up to go take a shower, still feeling too delighted to let Sapphire's dramatic evening ruin her good mood.


	10. Chapter 10 1972

**One Year Later – 1972**

"Is this…Penny Lane?"

Penny sat down on her bed, phone in hand, and wondered who the beautifully smooth voice on the other end of the phone belonged to.

"Yes. Who is this?"

"My name's Russell. I'm with a band called Stillwater. You've probably heard of us."

Penny laughed until she realized he was serious. "Oh, oh yeah. Um, I think I have."

She had, but barely. Stillwater was hardly a blip on anyone's radar but she knew every up and coming band. It was her business.

"Good, good. Well listen, we're heading to California this weekend and we'd like you to come visit us. I'll leave you a pass at the door." He sounded so self-assured that she was tempted to just hang up on him, but something about his voice made her smile.

"Okay, that'll be great. Can you leave about four passes though?"

"Yeah, no problem. You're bringing some friends?"

"Yeah, they're great, you guys will love them."

"Good, good. It'll be on the eleventh. See you then."

Penny nodded though she knew he couldn't see her. She knew it was time to hang up but she had just one more question.

"Wait! Do you mind telling me how you got this number?"

He paused for a minute before answering. "Oh…yeah. Zane Roberts gave it to me, you know…the manager? Said if I was going to California I had to look you up. He said it just wouldn't be California without a little bit of Penny Lane."

Penny laughed, "Okay then. Well I'll see you soon Russell."

* * *

"Okay, so first things first. Don't let them know you're a huge fan of their music, even if you are. These guys are used to girls falling all over them and complimenting their work. If you don't, it's different and it'll stand out. That's the most important thing...to stand out and get noticed."

The group of young girls in front of Penny nodded like bobble-heads, eyes wide with wonder at the words of their teacher.

For a few months now Penny had been running a "school" for aspiring Band-Aids on the weekends at the Riot House. They would all gather up before the parties got really wild and Penny would let them in on a few of the most important secrets it had taken her years to learn. Sapphire couldn't understand why Penny wanted to help "the competition" and she would take no part of it.

Penny wasn't entirely sure why she did it either, except that when she looked at these young girls with too much makeup who tried too hard…she saw what she would have been like three years ago without Sapphire's help. Someone needed to show these girls the ropes, if only for the greater good of rock and roll.

"How did you get noticed?" One girl asked, her expression full of admiration.

"I don't know exactly what did it…it helps to be confident though. And my coat couldn't have hurt." Penny laughed, glancing at her now infamous green velvet fur-trimmed coat that lay crumpled on the bed behind her.

The girl opened her mouth to ask another question but was silenced when Sapphire burst through the doorway, eyes wild and feathers flying.

"Penny! Did you forget what we were supposed to be doing tonight?" She gasped for air, grasping the door frame for support.

"What? Calm down, what is it?" Penny stood up, eyebrows knit in concern, crossing the room to fan her friend's sweaty forehead.

"Stillwater! We're late. They're probably already on stage." Sapphire sighed, ignoring the gasps of jealousy and awe from the "students".

"Oh my God, I completely forgot!" Penny groaned. "Go get Beth and Polexia, I'll meet you in the lobby."

Sapphire hurried from the room and Penny turned to the girls who still sat patiently on the hotel room floor. "Okay, class is dismissed. Umm…go have fun!" She waved her hand in the air carelessly and took off down the hallway after Sapphire.

* * *

Sapphire was right. By the time the girls reached the venue, Stillwater was already well into their performance. Luckily, Russell had remembered to leave four passes and they had no problem slipping through the back door.

By the time the band filed off stage, Penny, Sapphire, Beth, and Polexia were waiting for them. The lead singer Jeff stepped into the room first, wiping the sweat off his forehead with a towel. The bass player Larry followed him, looking peaceful and somehow bland. Ed the drummer was next, silent but obviously pleased. The last man through the door was Russell and Penny felt her heart skip a beat.

He was grinning from ear to ear, a grin that made Penny catch her breath. When he looked up and his eyes met her own, she felt herself melt inside.

The part of her brain that was still functioning recognized that something bad was happening. This feeling was wrong. She shouldn't feel this much, shouldn't care this much. She was going to get hurt. But when he crossed the room and turned that charming smile on her, she mentally told herself to shut up and smiled back.


	11. Chapter 11 1972

"Miss Penny Lane, I presume?" Russell asked, taking Penny's hand and pressing his lips to it, eyes still locked on hers.

Penny could only nod as sparks shot through her hand at his touch. He held her hand for a moment too long, smiling down at her. Penny couldn't help but smile back as the air buzzed around them.

"I would ask you to introduce your friends but I guess everybody's already getting acquainted." He chuckled, his gaze shifting to the scene behind her.

Penny turned to find Sapphire already cozying up to Jeff on the couch, purring in his ear and running her fingers through his hair. Ed sat at her side, watching indifferently and munching on a bag of chips. Beth was lighting a joint to share with Larry and it was obvious that they were already engaged in some deep, meaningful conversation. Polexia had drifted to the far wall, watching Sapphire and Jeff with narrowed eyes and a mournful expression. A few stray groupies, obviously amateurs, lingered near the doorway whispering and staring.

"Looks that way. I guess that just leaves us." Penny laughed, turning back to find Russell's tall imposing frame just inches away from her.

"Guess so. Hey, you want to head over to the…Riot House? I hear there's always a party there." Russell asked, his fingers grazing the hem of Penny's shirt.

Penny hesitated at his invitation. She knew she shouldn't go. This feeling in the pit of her stomach told her it would be a bad idea. It told her that Russell was bad news; he was someone she could get too attached to. She had every intention of saying no until she opened her mouth.

"Sure."

"Hey, have you ever seen the view of the Strip from one of them balconies?"

"A few times." Penny swallowed her laughter, and nodded seriously.

"Oh…oh right. Well, I've got a great room there. Uhhh, maybe we can check it out after the party?" Russell raised a brow, making every attempt to sound self-assured and sexy.

Penny couldn't help but smile at his fumbling pick-up line. She could see now that Russell's cockiness was his way of hiding his insecurities. He was still young and pretty new on the scene; it was natural for him to be a little scared.

"Uh, maybe." She smiled reassuringly as he slid an arm around her waist and began to escort her from the room.

"Wait, what about everybody else? I hate to leave the girls…" Penny stopped, looking back at her friends.

Polexia had plopped herself down on the couch, still pouting, and had stolen Ed's chips. Fortunately, Ed had fallen asleep and wasn't bothered by this. Beth and Larry were passing the joint, talking animatedly about something that seemed to involve outer space. Sapphire and Jeff had long since disappeared behind closed doors.

"I think everybody will be alright without us." Russell laughed; nudging the arm of the sleepy looking man perched on a cooler. "Dick, is the limo outside?"

Dick the manager looked up slowly, his expression hesitant. "Well…Russell…the driver had an emergency…"

"What the hell kind of emergency are we talking about, Dick? Where is my limo?" Russell dropped Penny's hand and crossed his arms.

"Well…"

"Dick!"

"He had to go pick up Sabbath at the airport." Dick admitted, taking a swig from his beer.

Russell cursed in outrage, looking more embarrassed than angry.

"How the hell are we supposed to get to the Riot House then?" He asked with false tranquility, motioning to Penny behind him with a nod of his head.

"Don't worry, don't worry. It's all taken care of. I've borrowed Tim's car and I'll drive you two there now." Dick rose to his feet, looking a bit unsteady and belching loudly.

Penny glanced uncertainly up at Russell who shrugged and wrapped his arm around her shoulders as Dick led them out to the parking lot. He stopped in front of a sky blue 1969 Datsun and struggled to open the door.

Russell and Penny stared at the car with matching expressions of revulsion.

"You're kidding me." Russell said, an almost pleading note to his voice, still staring at the car.

"Nope. Your chariot awaits." Dick chuckled, sliding behind the wheel.

* * *

By the time that they reached the Riot House, the party was in full swing. The crowd in the lobby was spilling out onto the sidewalk and a few tour buses hummed out front. Dick deposited them onto the sidewalk and then puttered off back to the venue to return the car.

Russell was clutching Penny's hand, staring silently and apprehensively at the feral crowd. Penny wondered if he was worried that he'd be mobbed or that no one would recognize him.

"Don't let go of my hand." He whispered loudly in her ear, squeezing her hand as they set off wading through the front door.

A few people seemed to recognize Russell and patted him on the back, congratulating him on a good show. Russell beamed under all the attention, his confidence restored. Penny just smiled quietly, letting him have his moment.

It was slightly quieter and more civilized inside the hotel. Russell led Penny to the bar and ordered them both a drink, always keeping one eye on the people around him.

Penny smiled, watching him as he sipped his drink awkwardly, scanning the room as if hoping to be recognized again. She wanted to assure him that all the fame would come soon enough but she didn't get the chance.

"Russell! How are you?" A short, flamboyant man was vigorously shaking Russell's hand and praising the band to no end.

Russell obviously didn't recognize him but played along and soon they were lost in conversation. Sighing, Penny leaned back against the bar and downed the rest of her drink.

A familiar face caught her eye and she noticed Don Wilson strolling by. She had accompanied his former band when they were on their final tour, taking their last gasping breaths. It had been a miserable experience; bands were always so much more fun on their way up. But Don had always been a sweetheart.

She stood up a little straighter and smiled her brightest smile. That seemed to get Don's attention. He winked and Penny blew him a kiss, all while Russell continued blabbering about his favorite brand of guitar picks.

Don looked as if he wanted to come over and say hello but his companion didn't appear to think it was a good idea. Penny recognized the girl; she had seen her around plenty of times. She was barely 14, with wild bleached hair, too much makeup, high platforms, and a weird name like Star or Moon.

The girl was glaring daggers at Penny from across the room, her arm wove possessively through Don's. Penny raised a brow but chose to ignore it, sliding her own hand back into Russell's.

The minutes passed on, seeming like hours. A small crowd of instrument enthusiasts had gathered around Russell and it seemed like the conversation would never end. Penny was lost in daydreams, wondering about what the rest of the night would bring (if they ever left the bar) and what the girls were doing back at the venue.

"Don't ever think about looking at my man again or you'll pay." A nasty hiss shattered Penny's peaceful reverie.

She looked up to find Don's blonde friend and her equally underage brunette companion standing in front of her with ferocious expressions on their pre-pubescent faces. Before Penny could react, Star tossed her full glass of red wine down the front of Penny's perfect white dress.

Penny gasped as the cold liquid hit her, seeping into the fabric until it resembled a ghastly wound. The two girls giggled, linking arms and strutting away as Penny stood dripping in their wake.


	12. Chapter 12

**Aww, thanks for the sweet reviews and for coming back to read the next chapter! :) This is still the year before the movie takes place but that is coming up _very _soon! **

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* * *

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Penny could only stand and stare at the retreating girls in disbelief, she was too shocked to be angry. Russell finally noticed something was wrong and turned to her, his eyes widening as he took in the ever-expanding seeping stain on her dress. He met her eyes in surprise.

"Uhhh, did you…spill your drink?" He looked confused, obviously he had missed Star's little outburst.

Penny was too embarrassed to tell him the truth so she just nodded, feeling a stinging sensation beginning behind her eyes. Oh God, she would _not_ cry in front of all these people. She glanced up to find Russell and the rest of the men looking around uncomfortably. Swallowing hard, she pulled herself together.

"Would you mind if we went up to your room now?" Penny managed to flash her brightest smile, placing her hand on Russell's arm to make sure he got the message.

The charming side of Russell returned and he chuckled, taking Penny's hand and leading her through the crowd. As they waded through the waves of bodies Penny spotted Star and her friend lounging against the wall, watching her leave with smug satisfaction on their obnoxiously made-up little faces.

* * *

The next morning, Penny awoke to an ear-splitting clanging noise that seemed to bounce off her skull with all the intensity of an enraged drummer. Her first few seconds of consciousness were shrouded in confusion. Where was she? Why was the sunlight so bright? Who was snoring beside her? What the hell was that noise?

Finally she realized it was the phone on the night-table. Reluctant to emerge from her cozy cocoon, she slipped one hand out from under the sheets and felt around until she hit cold metal. Putting the phone to ear she muttered a groggy "hello".

"_Hell-o?"_ A rather unpleasant, indignant, and nasally sounding female voice was on the other end.

Before Penny could answer, Russell shot straight up out of the bed and ripped the phone from Penny's hand, his expression stricken.

"Hello? Leslie, is that you? Hello?" Penny watched him press his lips tight against the phone, turning his back on her.

She frowned and ducked under the phone cord, climbing out of the bed. It no longer felt so warm and welcoming. Picking up her irreparably stained dress, she tried to catch Russell's eye, whispering his name quietly as she slipped her clothes back on.

He whirled around, phone still clutched tightly against his ear, and she could hear the girl on the other end still whining endlessly. Russell's face was a mask of irritation as he shushed her like she was an annoying child and waved her away dismissively.

Penny could feel her heart sinking like a lead balloon as Russell turned his back on her again and continued to soothe the girl on the phone. Penny swallowed hard, stuck her chin in the air with dignity, then turned on her heel and stormed out into the hallway. But not before slamming the door behind her for good measure.

Penny felt all mixed up inside, like all her emotions were jumbled into one big confusing heap. Why had she ignored her instinct? Why had she answered the phone? Why did she care so much?

"Penny! Wait!" Penny stopped in her tracks as she heard Russell's pleading voice.

Spinning around, she watched him jumping down the hallway on one foot, trying to pull his jeans up.

"Penny, I'm sorry! I didn't mean to treat you like that…it's just…she's my ex and she don't realize it's over!" Russell's voice was unsteady as he hopped along, practically shaking the wood-paneled walls.

Before he could reach her, he stumbled over his pants leg and hit the floor with a resounding crash. Without thinking, Penny hurried over, helping him sit up.

"Poor baby! Are you okay? Did you hit your head?" She knelt in front of him, pushing up his floppy hair to check for any head injuries.

Russell clutched his head, looking pathetic, "I think so…it really hurts."

"You poor thing!" Penny exclaimed, pressing a kiss on his forehead and cradling him in her arms.

Deep down she knew he wasn't really hurt. And she also knew he was probably lying about Leslie. But she was just crazy enough not to care.

Someone cleared their throat awkwardly and Penny glanced up to find Pete Townshend trying to squeeze past them in the hallway. He glanced down at Russell with his pants at his ankles and Penny with her bedraggled clothing and just shook his head as if it wasn't the strangest thing he had seen that morning. Which, considering that they were at the Riot House, it was probably a fairly tame scene.

"Penny…would…would you come on the tour with me? It's just for the rest of the summer." Russell asked suddenly, looking up at her with wide and hopeful eyes.

Penny was surprised. But one look at Russell and she knew what her answer would be. So she just smiled and helped him off the ground.


	13. Chapter 13

**Sorry this has taken so long! I've just been waiting around for inspiration and it's finally arrived! For the next chapter I'm going to skip ahead to 1973, when the movie takes place. :)**

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The Stillwater tour of 1972 was a whirlwind of cheap hotels, cheaper gigs, and the cheapest booze on the shelves. The band had yet to acquire a significant fan base but the fans they did have were rabid and loyal. They turned out at every show in droves, cheering the band on and packing the tiny venues.

Though she had been hurt by his behavior, Penny stuck by Russell's side. It wasn't hard for her to see that he was just a child, deep down. He needed to be taken care of. When he got hurt, he needed someone there to kiss it better. When he was sad, he needed someone to hold his hand and tell him everything was going to be okay. When he was happy, he needed someone there to give him a hug and celebrate with him. And since the ever-mysterious _Leslie_ wasn't around, Penny figured it was her job to encourage Russell.

Of course, _Leslie_ hadn't exactly disappeared. Penny wasn't allowed to touch the phone in Russell's room. Whenever she called, Penny had to sit in complete silence while Russell breathed into the phone, listening to a shrill voice on the other end. His conversations weren't exactly sticky sweet or full of loving endearments, but he ended every one of them with a soft "I love you". Penny took solace in the fact that he looked at her each time he said it.

She stood by as the fans lavished him with attention. She soothed him when he lost his temper and repeatedly prevented him from breaking up the band. She suffered hours upon hours in tense silence as he racked his brain in dingy hotel rooms all across the United States, trying to write new material for the next album. But it was all worth it when he came to her all jittery and excited one day. He sat her down and stared straight through her eyes and into her soul as he played a song he'd written, strumming his guitar lovingly and murmuring the words softly in a hesitant voice. If Penny hadn't been captivated by him before, she was definitely a goner now.

She enjoyed each stop of the way, standing just off stage and learning the words to each and every song so well that they still played in her head long after she laid down at night, wrapped in the arms of her very own guitar god.

In San Antonio, Russell brought Penny a turquoise ring from a street vendor just outside the hotel while they were all waiting for their luggage to be loaded on to the bus. The band gathered around as he jokingly dropped to his knee and slid it on to her finger, smiling up at her with a wicked twinkle in his eyes. While the guys applauded zealously, Russell climbed to his feet and threw his arm fondly around Penny. She managed to laugh and vamp it up for her audience, but her heart had practically stopped. She felt hot tears spring to her eyes as she wondered why Leslie had gotten a real proposal with a big diamond while the best she could hope for was another joke.

Eventually the party had to end and Penny found herself dumped unceremoniously on a street corner in Kansas as the band prepared to head back to Michigan and she readied herself to head back to San Diego.

"Sorry to leave you here, love, but we're going one way and you're going another. This is the closest we're gonna be to California." Dick apologized as he sat her two suitcases and her tackle box purse on the sidewalk beside her.

Russell was studying her face, so Penny smiled and nodded. "It's fine, I can get myself home. Don't you worry about me."

"I have faith in you, darling. It was a great time. You're a blessing on the road." Dick grinned and kissed her cheek, tipping his hat as he disappeared onto the bus, leaving her alone with Russell.

"You sure you're gonna be okay?" Russell asked one last time, grabbing her hand and squeezing it.

Penny nodded again, holding onto her smile as she looked up into his face. He kissed her lips and then he pressed a kiss on her forehead before climbing onto the idling bus, calling over his shoulder that he would call her soon. She managed to keep up her cheerful façade as she waved them off, watching good old Doris chug off down the highway until it was out of sight. Only then did she allow the tears to start creeping down her cheeks.

It took her awhile to get back home, but after some struggling and persuading she finally made it. All she could think about was taking a shower in her own bathroom and washing away the imprints that the tour had left behind. Unfortunately, there was no rest for the weary because all the girls were just dying to hear how the tour had been. So as soon as she'd left her things at her apartment, she met Sapphire and the girls at the Riot House.

Even at 4 in the afternoon, the hotel was raucous. It took Penny half an hour to get through the lobby. Roadies and tour managers for various bands practically surrounded her, informing her that so-and-so was upstairs in room such-and-such and he would just be delighted to see her again. Penny brushed them off graciously, rushing for the stairs because she didn't want to get trapped in the elevator with them. It was a world away from her earliest trips to the Riot.

Everyone was waiting in room 703. Sapphire was cramming her mouth full of Twinkies from the miniature fridge, Beth was studying what appeared to be an astrological chart, and Polexia was peering into a hand-held mirror, trying on lipstick in a particularly horrible shade of plum. Besides them, Penny's "student's" were crowded on the floor, eyeing Sapphire warily. Penny noticed that they had multiplied since their last session.

As soon as Penny stepped into the room, a wall of chattery voices hit her, instantly making her brain ache.

"How was it?" "Russell is such a god, what was he like?" "Did Jeff mention me?" "Why did it take so long for you to get home?" "How were the shows?" "Was Russell nice?" "Can you introduce me to Ed?"

So Penny sat down and rehashed the whole experience for her apprentices, leaving out the worst parts and skipping over the topic of Leslie all together. When she had answered all their questions about Russell, she sent them on their way so she could have a real heart-to-heart with the other Band-Aids. She was bored with playing teacher already. Maybe Band-Aid school wasn't such a great idea. Or maybe she was just feeling particularly disillusioned today.

She went over the story again, this time leaving nothing out. The girls were horrified that she'd been left alone in Kansas and were particularly bothered by the Leslie situation.

"You know, I've had enough! No one cares, no one! I'm sick of being used and treated like I'm nothing when all I do is try to help people. Nobody cares, and you can't make them care no matter what you do!" Penny fumed, pacing back and forth across the room.

She stopped for a moment, reveling in the relative silence, and looked at the rapt faces of her friends. "I've made a decision. I'm going to retire."


	14. Chapter 14 1973

**It is now 1973 and the beginning of the movie. I obviously won't be covering every moment and will be skipping what you have already seen in the movie for the most part to tell the "behind the scenes" story. Sorry it's been so long but I've not forgotten IWTB! Thanks for reading.**

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**The sun had just set when Penny Lane arrived at the San Diego Sports Arena. She waited alone on the ramp, just soaking up the calm before the storm as she watched a few familiar roadies milling around. One of the guys from the Stillwater road crew strolled over and enveloped her in a bone-crushing hug, grabbing her ass for good measure before he let her go.

"I knew you'd be here." He chuckled when he released her. "You know the band is gonna be staying at the Hyatt in Los Angeles while we're out here. You gonna be around?"

Penny just smiled, shrugging her shoulders and trying to maintain an air of mystery, "I don't know, I might be busy. I'm going to be moving to London soon."

He just laughed; he was used to her fanciful proclamations. She watched him wander away, pulling herself up to sit on the low concrete wall where she had a good view of the parking lot. Fans were starting to arrive, milling around the cars and lighting up joints. The lights were starting to come on around her, making her seat in the shadows seem even darker.

As she watched, a noisy old car rolled up and stopped just under a streetlight a few yards away from Penny. She watched two demure young girls, a brunette and a redhead, climb out and wave goodbye to the middle-aged driver. As soon as the car was out of sight they scrambled into the shadows of the building with their bulging handbags, rustling around, giggling and cussing. When they re-emerged, it was in microscopic outfits, towering heels, and heavy makeup that seemed more suited to girls a decade older.

Penny sighed, watching this new breed of groupie flounce down the ramp. They were all so young, just barely into their teens. And they were all so sharp, with their pointy elbows, knobby knees, jutting hip-bones, and tongues like razorblades. They made her feel old and worn out, like a dress that had seen better days.

"Hey, aren't you Penny Lane?"

Penny sighed, noticing that the girls had stopped right in front of her with their hands on their hips and a sour look on their acne-marred faces.

"Yeah?" Penny answered uncertainly, the incident with the wine-stained dress still fresh in her mind.

"Oh. Star wants you to know that if you mess with Marc Bolan she's gonna get you. He's hers." The brunette reported, raising one a brow as if daring Penny to challenge her.

"Well, you tell your little friend Star that she can have Marc. I finished with him ages ago. He's old news." Penny rolled her eyes as they cackled, making jokes about how incredibly _old_ she was as they lurched away in their dangerously spiky heels.

They knocked impatiently on the door, whining and screeching until Freddy opened it. He smirked to see them standing there in next-to-nothing and immediately ushered them in, catching sight of Penny in the process. He smiled and waved her in but she just smiled and shook her head, looking away until she heard the door click closed.

She wasn't even sure if she wanted to go backstage. She knew she shouldn't be here in the first place but she just couldn't resist. She was drawn here like a moth to the flame. She would never admit it but her retirement had been a complete failure. If anything she was spending more time backstage, trying to put the past out of her mind.

Russell hadn't called her in months but even so, she'd fully expected him to call and leave a pass for the San Diego show when he got into town. But the day had passed with no call. The phone had rang more than once and she'd lunged for it each time, only to be disappointed when it was just Estrella or the boys from Sabbath calling for Sapphire.

But even though she hadn't gotten that call, she'd still went through the old routine and gotten herself all fixed up to come down to the show. If nothing else, she could flirt with Ozzy a little and maybe make Russell jealous. She didn't care, he was nothing to her. Nothing at all. That had become her mantra, she repeated it in her mind all the time. She wasn't into attachments, just the music.

"Penny Lane is in my ears and in my eyes…" trilled a decidedly dizzy voice from behind, bringing Penny back into reality.

She turned to find Estrella spinning towards her in a whirlwind of blonde hair and dangling red sleeves, her heavy boots clomping across the pavement.

"Estrella! I didn't know you were coming!" Penny called out, sliding off the wall to hug her friend.

"I wasn't going to but Keith and Roger had this huge fight and I just had to get away. Such a bad atmosphere, you know? Why are you out here? Didn't Russell leave a pass for you?" Estrella asked, reaching up to straighten her headband.

"Uh, I just didn't feel like going in yet. Have you seen Polexia?"

"Not lately…last I heard she was holed up with Ian at the Riot House. Said she was in love." Estrella rolled her eyes at this, never having been one to romanticize what they all did.

"Of course she is. Well, I think Sapphire is probably going to be coming with Sabbath and the last time I heard from Beth, she was hitch-hiking her way across the country to find herself." Penny laughed, scuffing the toe of her boot across the pavement.

"She's officially lost it." Estrella groaned.

Just then, two other girls arrived. They were graduates of the now-defunct School for Band-Aids so Penny felt obligated to talk to them even though they were annoying. Estrella lingered a few feet away, never one for social pretense, dancing to a beat only she could hear.

Penny was bored enough with the conversation that she took notice when a young guy strolled up with his notebook and little messenger bag strapped across his chest. She listened to his awkward exchange with Freddy at the door, and chastised the other girls for giggling at his misfortune. He was just a kid after all, earnest and unaware of how this world worked.

They chatted for a moment and she learned he was a journalist who blushed every time she smiled at him. She even lectured him on the hated "g-word" before Polexia arrived. Then everything started moving too fast. Sapphire arrived soon after with Sabbath, bearing a fistful of passes and a bottle of Jack Daniels. She tried to get the kid in but Freddy wasn't having it. So she left him at the door, looking like an abandoned puppy, after promising to get him a pass. A promise she quickly forgot as Ozzy swept her into his arms and ran away with her, laughing like a madman.


	15. Chapter 15

Early the next morning, the ringing phone dragged Penny from the depths of slumber. She sat up and grabbed it with a clatter, cursing whoever might be calling at this ungodly hour.

"Hello." She grumbled into the receiver.

No one spoke for a few long seconds, and then someone awkwardly cleared their throat on the other end and asked, "Is this-is this Penny Lane?"

"Who is this?" She asked, slumping back onto her pillow.

"This is William Miller, we met last night? I write for Cream magazine…"

She closed her eyes, head pounding, "William, how did you get this number?"

"You gave it to me." He sounded hurt.

Then it all came rushing back. The night before…meeting William…who had gotten in with Stillwater.

Russell, holding her hand in his and staring into her eyes like he knew every single thought that passed through her brain as she looked up at him. His calloused fingers brushing against her skin as he pushed a lock of hair from her eyes. The show, where he was on fire and she was lost in his music, knowing he was playing for her. After, when she fled the stage and hid in Sabbath's band room like a coward until they were gone. Then, when she finally emerged, William dutifully reporting Russell's message to her. Oh, God.

"Oh, right. Sorry, I'm not used to being up this early. How are you, William?"

"I didn't mean to wake you…it's after two p.m."

"Oh." She glanced at the clock on her bedside table and confirmed he was right. "It was a long night."

"Oh."

"Well, did you enjoy the show last night?" She asked, struggling to find something to talk about when all she wanted to do was hide under the covers and obsess over every moment with Russell.

"Yeah, it was great. Really great. Are you going to the Riot House tonight?" He finally blurted out, revealing the real reason he had called.

He wanted to check out the Riot House. She wasn't surprised but the poor kid really didn't know what he was in for. The gears slowly began turning in her head…

"Well, I wasn't planning on it. Why? Do you need to talk to Stillwater again for your story?" She answered carefully, sitting up on her bed.

"Well, yeah, but if you're not going…"

She cut him off, "No, it's no problem. I can take you if you need to go."

She heard him breathe a sigh of relief, "Okay, okay, that would be great. What time?"

"Well, I like to make a fashionably late entrance and it doesn't really get to rocking until after midnight. So…"

"I have to be home by midnight. My mom will be waiting up for me." He sounded embarrassed.

"Oh, right. Yeah. Well, we can go early then. I'll pick you up in a few hours."

* * *

Even though they were early, the Riot House was packed and Stillwater's small party was in full swing. She had made her entrance and then found a seat where Russell would have a perfect view of her because she knew he'd be watching. She was studiously ignoring him, running her fingers up and down her warm glass of beer and halfway chatting to the Alice Cooper roadie who had followed her up from the lobby. Polexia was occupying William who looked stunned but seemed to be taking notes with his eyes.

"So are you going on the road with Stillwater? If you're not, you should come with us." Alice's roadie was fiddling with the fur trim on her coat and it was starting to get on her nerves.

She just shrugged and smiled in a way she hoped was mysterious; keeping an eye on Russell whom she could see was watching her intently.

"Come on, that's not an answer." The roadie kneeled down beside her chair and grinned at her. "Has good old Russ not invited you or something?"

She shrugged again, still smiling even though he was really getting under her skin now.

"Well, maybe he's been too caught up in reconciling with his ex-wife."

Her eyes snapped back to him, giving him the reaction he'd obviously wanted, "What did you say?"

"Oh, you didn't know he was back with that Leslie bitch? I thought everybody knew. She's got a rock the size of Texas on her bony little finger."

She couldn't help but look at Russell, who couldn't hear their conversation but was still watching. He raised a brow at her hurt expression and dropped his eyes to the guitar in his lap. The roadie followed her gaze and chuckled.

"Oh, sweet Penny. Forget Stillwater and come with us. We're on the third floor." He patted her knee and stood up, waved goodbye to Dick, then headed off back to his own party.

She sat there for a moment in stunned silence, staring at the glass in her hands. She wished that she wanted to smash it against Russell's head but all she wanted was for him to want her instead of his ex-wife. When she looked up and caught him staring again, she automatically smiled at him. Forget Leslie, it was time to put her plan in action. She drained the glass and stood.

"I need ice…"

* * *

Driving William home that night, she kept her eyes on the road and he kept his eyes on her. They hadn't spoken much since he started banging on the ice room door around 11 p.m. and demanding she come out and take him home before his mother called the police out to look for him.

Russell had rolled his eyes and kept her pinned beneath him on the grimy cold tile. Ordinarily, that would have been fine with her but the rising panic in William's voice had pushed her into action.

"Come on Russell, let me up." She pushed at his chest and he finally rolled off her with a groan.

"You're already leaving?" He climbed to his feet and helped her up before feeling around in the dark for his shirt.

"Yeah, I have to get him home." She winked and kissed his cheek. "See you later."

"You coming by tomorrow?"

"Not tomorrow, I've got plans." She lied through a big smile, playing hard to get.

"The next day then."

"We'll see."

"What about the tour? You're coming right? Don't forget." He tossed Penny her coat and buttoned his shirt.

She didn't answer; she just pushed open the door and blew him a kiss over her shoulder. He was still standing there in the dark when she turned away and left with William.

Now they were almost back to San Diego and her mind was still racing. She had known before she went to the Riot House that he would invite her on the tour and she had known she would, but now it was reality and she was scared…and happy…and all mixed up inside. William's voice broke into her daydream just in time for her to slam on her brakes at a stop sign.

"Don't forget, I live on Mockingbird Street."

"I know, I know." Penny smiled over at him and that was all the encouragement he seemed to need.

"What happened in the ice room? You were in there all night. People had to go downstairs and drag up a bucket of ice."

She laughed at that but didn't reply.

"You left me." He blurted out accusingly.

Glancing at him in surprise, she put on her blinker and turned onto his street, "I'm sorry. I thought you'd be talking to the band."

"I couldn't. Russell was with you. And Jeff disappeared with Polexia. And Ed wouldn't talk. And Larry was too high. So I talked to Vic, the Zeppelin fan. I can't write about him."

"Why not? He'd make for a good story." She smiled and pulled to a stop in front of his house.

He sighed and climbed out of the car. "Thanks anyway…for taking me."

"William." She waited until he leaned back in the door. "I'm sorry I left you. Don't be mad. I won't leave you when we get to Morocco."

He looked surprised, but then his lips curled into an ear-to-ear smile. She waved goodbye as he closed the door and ran to his house, where all the lights were still blazing.


	16. Chapter 16

Penny had every intention of staying home the next day. She was not going to the Riot House. Definitely not.

"Come on, Penny. Everybody is going to be there. You know you want to!" Sapphire prodded as she was fixing her hair.

She was right; Saturday night at the Riot House was bound to be crazy.

"You know I can't. I told Russell I had plans. I can't show up now, that would look desperate." Penny was lounging on Sapphire's bed, browsing through her well-stocked makeup case.

"No it won't. Not if you're there with somebody else. Go see your old friend."

Penny glanced up, "What old friend?"

"Didn't I tell you?" She turned and looked at Penny who was frowning at her. "Oh, shit. I guess I forgot."

"Tell me what? Tell me!" Penny jumped off the bed.

"He called for you yesterday when you were in the shower. I think he said they were in town for a few days and he's staying at the Riot House. He said you should come see him." She said absent-mindedly, still working on her hair.

Penny felt giddy enough to jump up and down on the bed. She always loved seeing him and he would be the perfect excuse to be at the Riot House. Sapphire was still talking when Penny dashed from the room to find something fabulous to wear.

* * *

The fifth floor was the only floor that wasn't littered with empty bottles and passed out party-goers. It seemed strange to walk down a Riot House hallway without stumbling over someone or stepping in someone else's bodily secretions. Penny stopped in front of room 521 and knocked three times then flattened herself against the wall where she couldn't be seen through the peephole.

The door was cracked open and a husky voice called out "Hello?"

She waited. The door opened wider and then Keith stuck his head out, looking down the hallway. He turned to look the other way and finally caught sight of her, breaking into a wide grin.

"Ah, the one and only Miss Penny Lane. Come here, darling."

She wrapped her arms around Keith and they stepped into the room.

"It seems so quiet up here, Keith. Are you the only one staying on this floor?"

"I rented the whole floor. You know I love the atmosphere here but I get sick of people knocking on my door at all hours of the day when I'm trying to get some sleep." He chuckled and poured her a drink, then sat beside her. "So what's been happening in your life, darling?"

"Well, not much. I'm retired, you know." She announced grandly, watching for his reaction from the corner of her eye.

He snorted in a very ungentlemanly way and almost spat out his drink. "Retired? Oh, darling, no."

"What?" She asked, offended by his attitude. "I am! I have to..." She trailed off, taking a gulp of the rather strong drink he'd fixed for her.

"Why is that?"

"I just have to. I can't do this forever." She dropped her gaze to the bed, tracing the floral design with her fingernail.

"Why now? What's happened?" He asked softly, tugging a lock of her hair until she looked up at him. "Did you...did you fall for someone?"

Her sad smile gave her away and he nodded, "Ah, I knew it. Who was it? Anyone I know?"

"I doubt it. They're great but they haven't really hit it big yet. He's…" She stopped again.

"He's what? Does he love you too?"

"I don't know, I don't even know if I love him. You know I don't believe in attachments. It's just about the music." She tried to pull the mask back on but he wasn't having it.

"Well, that's very admirable darling but you're still human. What did this young man do that made you decide it was time to retire?" Keith lit a cigarette and blew the smoke over her head, still watching her try to work through what she was feeling.

"I can't explain it but I just know I have to. This is my last time." She smiled at him, ready to change the subject but he wouldn't drop it.

"You'll never be able to retire, darling. You can't escape it, it's in your blood, and it's a part of you. You'll never be able to listen to a song on the radio without thinking of how it felt to spend the night in the bed of the man singing it. You'll never be able to go to a show without remembering how much better the music sounds from backstage. You'll never be able to go to a record store without seeing all your old friends staring up at you from the album covers. You are the music, love, and it's not going to let you go so you might as well forget that."

She looked at him in surprise and he grinned and continued, "Now me, on the other hand, I'll have no problem with it. We'll be retiring ourselves in a few years, you know. You won't see us on stage when we're old and gray. I'll get away from it all and go somewhere where nobody knows my name. Somewhere warm, on a beach where I'll lie in a hammock all day and drink copious amounts of alcohol from glasses with tiny umbrellas."

She smiled but couldn't join him in laughter, "It's more than just him, Keith. It's just…I feel like it's all falling apart. Things are changing, the people are changing. It's not how it used to be. I just feel like we're at the end of something, it's not beautiful and innocent anymore and it scares me sometimes."

He took a thoughtful drag from his cigarette and said, "I know what you mean, love. I know what you mean. Well, you give it a try. See if you can get away. Maybe you should go somewhere far away and live another life and see how you like it. You'll always have your memories and the music, you know. And maybe we'll run into each other on that beach one day and make love in the sand."

She felt a lump in her throat at that and leaned over to kiss him on the cheek, "Thank you."

"Anytime, darling. Now go on, I know you have somewhere you'd like to be."

She stood but then stopped at the door, "I don't want you to be all by yourself up here. It's so lonely..."

He rolled his eyes, "Darling, you do know who I am don't you? I do have other friends in Los Angeles."

* * *

Since she was already around, Penny decided it would be fine to make an appearance at Stillwater's suite. She could hear the music as soon as she stepped off the elevator and when she walked in, she saw Russell standing on the coffee table, trashing on his guitar like a man possessed. He didn't even notice her entrance so she leaned against the doorway, watching him with a smile.

"He's been like this all night." Sapphire said as she immediately made her way to Penny's side.

"What's his problem?"

"I told him where you were." Sapphire smiled devilishly.

"So?" Penny looked back at him and winced as he nearly fell off the table.

"I don't think he liked the idea of you being with someone else, especially someone more famous than him. But what do I know?" She raised her eyebrows and waved goodbye to Penny as Dick took her hand and led her away.

Penny watched her friend's exit with an amused expression until someone loomed in front of her, swaying unsteadily.

"Pen-Penny, you're here! You're here." Russell's boozy breath was hot on her face as he leaned in for a sloppy kiss.

She turned her head and his wet lips landed on her cheek. Off balance, he stumbled against her and almost knocked her into the hallway. Sighing, she supported as much of his weight as she could.

"Come on Russell, help me out here. Stand up, come on, let's get you to bed." She wrapped her arm around him, allowing him to lean on her as she helped him towards the suite's bedroom.

She threw open the door with a bang to find Sapphire and Dick entangled on the bed. Their bare white skin was nearly blinding in the moonlight that filtered through the open window.

"Try the other bedroom." Dick mumbled, waving them away from his position beneath Sapphire.

"You try the other bedroom. Russell needs to lie down." As she spoke, Russell stumbled from her grasp and collapsed on the bed with a grunt next to the couple.

Sapphire quieted Dick and they gathered their clothing before slipping out of the room.

Penny pulled off Russell's boots and placed them neatly beside the bed, then rolled him onto his back and struggled to remove his shirt. She folded it carefully then turned to look at him, sleeping like a baby. She started towards the door but stopped, then took off her coat instead and crawled into bed next to him. Snuggling next to his side, she listened to his steady breathing until she fell asleep.


	17. Chapter 17

Penny was trying to figure out what "packing light" meant when the phone rang. It was the day before she was supposed to leave for the Stillwater tour so she expected, or at least wanted, it to be Russell calling.

"Hellooo…" She answered playfully.

"Um, hello. It's William. You know, from the…"

"I know who you are William. What's happening?" She laughed at his endearing awkwardness as he cleared his throat on the other end of the line.

"Um, it's all happening I guess? I'm going on tour with Stillwater!" His voice was practically trembling with barely contained excitement.

"Really? Wow! How did that happen?" She twirled the phone line around her finger.

"Rolling Stone wants me to do a piece on the band!" He sounded jittery; she could picture him pacing back and forth with the phone pressed tight against his ear.

"Rolling Stone? That's great! We're going to have so much fun!"

He paused, and then replied "We? You-you're coming too?"

"Yeah, everybody is going. It's all happening; we're going to see the world! You just wait until we get to Cleveland. You want to meet Bowie?" She was already fantasizing about how wonderful everything was going to be.

"I'm not coming to Cleveland. I can only go for a few days."

"Why?" She couldn't possibly imagine why anyone would leave a tour early.

"Um, school stuff. You know." Now he sounded nervous.

She just laughed. "We'll see about that."

* * *

The afternoon sun was blinding when Penny exited the hotel behind Russell. He climbed right onto the waiting bus but she stuck around outside, waiting for everyone else to arrive. Russell had been in such a mood all day; he was really struggling to write new material for their next album. She'd sat around all morning, quietly watching him tapping a pencil on his notepad, so she was relieved that she would soon have some company.

"It's all happening!" Polexia called out as she came towards Penny, arm-in-arm with Jeff.

Penny waited until Jeff was on the bus before she whispered to Polexia, "How are things going between you two?"

"Great! He's so amazing, really." She clutched her chest, looking dreamily off into the sun.

Penny sighed, not wanting to rain on her friend's parade, "That's good. Just…just be careful."

"He's different, Penny. Really he is. We connect on this cosmic level."

Before Penny could reply she spotted William striding down the sidewalk towards them.

"William!" She stood on her toes and waved, flashing him a bright smile.

His whole face lit up when he spotted her and he hurried over.

"Opie's coming?" Polexia looked at Penny in surprise and Penny frowned at her.

"His name is William. And yes, he's coming. He's writing a piece on the band for _Rolling Stone_." She added, making sure to afford the prestigious magazine just the right amount of gravitas.

Polexia raised her eyebrows, obviously impressed. He stood before them, looking uncertain and clutching his blue duffel bag like it was his lifeline. Penny smiled as Polexia said hello, then leaned over and kissed him on his furiously blushing cheek.

"Come on, William. Leave your bag here." Penny told him as she turned to board the bus.

"The Enemy!" Jeff called as William followed the girls onto the bus, causing everyone to turn to look at him.

"Aww, don't call him that! His name is William!" Penny protested, smiling back at him as she weaved her way between the seats.

She paused beside Russell but he didn't look up from his guitar. Still brooding. So she continued on and chose her own seat, a few feet behind him. William looked as if he wanted to sit beside her but he hurried on past and sat alone on the opposite side of the bus where he appeared to be keeping a close eye on his bag through the window.

Penny could hardly sit still; she was riding a wave of pure giddy excitement and felt like champagne bubbles were fizzing through her whole body. It would seem like she would tire of this, or at least grow jaded after so many years. But she hadn't, it still felt like the greatest thing ever to be going on tour with a band she loved.

Ahead of her, Russell strummed the intro to Led Zeppelin's "Going to California", which he knew was her favorite Zeppelin song. She took that as a good sign and leaned back to relax as the beautiful music floated down the aisle. Jeff started singing from his seat beside Russell and Penny joined in softly as the rest of the band and the roadies filed in.

"Someone told me there's a girl out there, with love in her eyes and flowers in her hair…"

The driver boarded and started up the old bus which protested with a shuddering rumble as Dick moved to the front. He stood between the seats, waving to get everyone's attention.

"Gentleman, and ladies, this is the beginning of something wonderful. This is the Stillwater Almost Famous tour of 1973, certain to go down in the history books and send us up in the charts. May it be filled with good memories and great music for us all." He bowed before them with a flourish, to a smattering of applause.

The driver chose that moment to put the bus in drive and it lurched forward with a gasp, throwing Dick off balance. He clawed at the seat before him but couldn't stop himself from tumbling to the floor as the bus pulled away from the curb.

Laughter filled the air as he struggled to his feet and pulled himself into the nearest seat, glaring from under the brim of his hat at the smirking driver.

Penny couldn't wipe the smile off her face. She turned to share it with William and noticed he was smiling as well, to himself, as he scribbled in his tiny notebook.

A few hours later, the bus was chugging valiantly down the highway and everything was peaceful. So far, the tour was off to a great start. Polexia and Jeff were talking quietly. Or maybe they were kissing; Penny couldn't see them from her seat. Russell was asleep with his guitar in his hands. Dick was kicked back, reading a paperback Western. Larry and Ed were passing a joint with the roadies and quietly discussing the scenery flying by outside the windows. William was…well, he was staring at her. She could feel his gaze burning through the back of her skull. She chose to ignore that and flip through an old music magazine she'd found tucked into the seat, tracing the faces of her "friends" with her thumb. They stared up at her from their paper prison, flat and glossy. She couldn't help but sigh contentedly at where she'd been and where she was going.


	18. Chapter 18

**Yes, it's been too long and no, I have nothing to say for myself!**

* * *

The bus finally rolled to a stop in Tempe, Arizona in front of the King of the Road Motor Lodge. As soon as the doors creaked open, everyone seemed to roll out as one unit to stretch. Dick hurried ahead to gather room keys as the bags were unloaded. Penny stretched her arms over her head and yawned, feeling the mood of those around her shifting. On the bus everyone, with the possible exception of William, had seemed relaxed to the point of laziness. The handful of Polaroids now in her possession of sleeping Stillwater members proved that. Now, everyone looked restless. Agitated.

She gathered her belongings and sauntered off through the lobby behind Russell. She expected Sapphire and Estrella to already be in residence with Sabbath and she wasn't disappointed. She spotted them as soon as she walked inside, slumped on the sofa near the front desk like wilted flowers.

"Penny! Thank God you're here!" Sapphire leapt to her feet and scrounged for her sloppy assortment of luggage, dragging it to meet Penny halfway with Estrella on her heels.

She launched into a rant about Ozzy before Penny could even greet her. They'd had a fight, a big one, and she'd been kicked out of the room. Ozzy had told the manager that he didn't want her anywhere near him anymore and now she was adrift in Arizona, heartbroken and in need of some sympathy. And a room. And controlled substances.

"It's okay! You know how these guys are, he'll cool down soon. Just calm down." She soothed her friend, feeling a little flustered herself but trying not to let it show.

"Penny, I'm going crazy! If I don't get into a room and take a Valium…"

She drifted off as Penny shushed her. She'd already checked with William to make sure she could stay in his room in case Russell's mood hadn't lifted. He'd seemed thrilled with the idea; surely he wouldn't mind a few more girls. She could already see he was going to be valuable on this tour. Journalists were usually assured rooms whereas her Band-Aids were not.

"It's okay. We can stay with William. He doesn't mind." She told them, smiling over her shoulder at him.

He didn't look so thrilled anymore.

She started to ask him what was wrong but her heart leapt as Russell caught her eye from across the lobby, where he stood talking to Jeff. He picked up his guitar case and motioned for her to follow him as he turned away.

"Okay, I've got to go. Everything's going to be fine. It's all happening!" She giggled, grabbing her suitcase and dashing off after her guitar god.

She glanced over her shoulder as she headed down the hallway to see the girls descending on William. The last thing she saw before turning the corner was Sapphire kissing him on the cheek then wrenching the room key from his hand and marching away.

* * *

Russell led her down the winding red hallway to Room 104 and fumbled to unlock the door, cursing loudly when it wouldn't budge. She gently took the key from his hand and unlocked the door without a problem. He lurched inside and placed his case on the floor before collapsing face-down on the queen-sized bed with a heavy sigh.

"God, I'm so fucking tired." His voice was muffled by the bedspread.

Penny flipped the "Do Not Disturb" sign around and closed the door behind her, quickly changing into a fresh outfit before climbing onto the bed next to Russell.

He groaned and rolled over on top of her, kissing her neck and running his hands through her hair.

"I thought you were tired." She whispered, smiling up at the ceiling.

"I'm never too tired for this." He mumbled as he nuzzled her neck, scratching her skin with his unshaven jawline.

A sharp knock on the door stopped them in their tracks.

"Go away!" Russell called out, the annoyed lines on his forehead returning.

Penny reached up to smooth them away with her fingers and he smiled, but then the knock sounded again.

"Russell, open the damn door! It's Jeff!"

Russell cursed under his breath and reluctantly rolled off the bed to let the singer in. Penny stood up and wandered over to the window, perching on a green velvet chair bathed in sunlight.

"What do you want Bebe?" Russell looked even more agitated as Jeff made himself comfortable on the edge of the bed.

"We need to talk Russell. About that kid, the journalist."

Russell heaved a loud sigh, "I thought we'd already covered this, man. What's the problem?"

"I'm worried, man. I just don't trust him. He could ruin us and you act like he's no big deal."

"Shit, Bebe, what do you want me to do? Kill him?" Russell rolled his eyes.

Jeff just shook his head, "No, man. You've got to talk to him."

"He likes us, he's not going to say anything bad."

"You don't know that! Do you really want to risk it? Talk to him, man." Jeff insisted, rising to his feet.

Russell was silent, wondering why Jeff was so insistent. Jeff jerked his head discreetly in Penny's direction and raised a brow. She pretended not to notice and looked away, staring back through the grimy window to the crystalline blue pool below as Russell turned to look at her for a long moment.

She heard him sigh, "Okay, fine. I'll talk to him tonight."

* * *

That night, after the wildest radio interview in history and an unplanned dip in the hotel swimming pool, Russell returned to his room alone to "get some sleep". And an annoyed Penny found herself knocking on William's door at 3 am, dripping water on the carpet and smelling rather strongly of chlorine, with Sapphire at her side. Nude.

William had left the party early, ostensibly to do some writing but she knew he had just been too shy to join in the festivities. She had watched him taking furtive notes in a lawn chair for an hour or so before fleeing in horror when Sapphire's clothing had suddenly disappeared.

The door creaked open and a sleepy William peered out at them and groaned, trying to shut the door back when he caught sight of Sapphire. It was obviously too much for him to bear at this time of the morning.

"Wait, William! We need a place to sleep!" Penny protested, pushing the door back open before he could lock it.

"We won't be any trouble!" Sapphire added, trying and failing to look innocent.

He sighed and stepped back to let them in, covering his eyes as Sapphire flounced by.

"Thanks, Opie. I'm going to take a shower." She announced grandly, stumbling over William's bag on the way to the bathroom.

"Me too." Penny agreed, fondly patting William's head as she passed by.

His hands dropped from his face and he looked even more shocked, if that was possible, as the two girls disappeared into the bathroom together. Penny knew that their giggling and splashing would drive him to hide under the covers, his imagination running wild.


	19. Chapter 19

Penny awoke early the next morning to a crash and a whimper. Rubbing the sleep from her eyes, she sat up to see William sprawled out on the floor at the end of the bed.

"William? Are you okay?" She asked quietly, trying not to awaken Sapphire who was snoring beside her.

"I'm fine." He squeaked, scrambling to his feet, "I just fell over some shoes."

He glared at the towering wooden platforms that seemed to mock him as they stood strong and steady, like a rock. He tried to kick one over and succeeded only in stubbing his toe. The shoe didn't budge. William threw his hands up and stomped off to the bathroom while Penny giggled and fell back onto the pillow.

* * *

The phone rang sometime after noon while Penny was sat on the floor with William, helping him go through the notes and bits of paper he'd already amassed.

She crawled across the floor to grab it, "William's room!"

"Penny?" Russell's puzzled voice on the other end of the line caught her off guard and she sat up straight.

"Hi, Russell." She replied, turning to raise her brows at William.

William immediately began motioning and mouthing words, waving his arms to get her attention. She knew he wanted her to ask Russell for another interview but this wasn't the right time. So she turned away, twirling the phone cord around her finger.

"You're staying with the kid?" Russell laughed and Penny felt her cheeks growing hot.

"Did you want to speak to William?" She asked stiffly.

"No, never mind that. Hey, come up to my room for a minute, will you?" He didn't even give her a chance to answer before hanging up.

Penny sat down the receiver and sighed, feeling a twinge of annoyance. Mostly at herself for allowing him to treat her this way. No. She shoved that thought aside immediately, deciding to focus instead on the project that lay ahead of her. She was really going to have to work on Russell. He could be changed. Molded and shaped. He had to be, he was so close to being perfect. And he cared about her. She knew that. He told her all the time.

A smile flitted across her face as she jumped to her feet, fluffing up her curls and sliding on her shoes while checking her reflection in the mirror. She had completely forgotten about William until he spoke up as she was headed for the door.

"Where are you going?" He asked, looking pitiful as he juggled his paper scraps.

"To see Russell!" She called back cheerfully as the door swung shut behind her.

* * *

As the show started that night, Penny was practically in a state of euphoria. Russell commanded the stage, she knew everyone's eyes were on him. All those girls in the audience were staring up at him like he was a god. And he was all hers. Well, almost.

Leslie had called earlier at the most inopportune time, while she and Russell were twisted up in his sheets. She could still feel the weight of him on top of her as he reached over to answer the phone, pressing his finger against her lips. She could still see him staring deep into her eyes when he told Leslie that he loved her before hanging up.

The lights came up on stage and the music rang out in the arena. The crowd roared. Russell paced the stage, his fingers flying across the guitar. She smiled, swaying to the music, secure in the knowledge that he could feel her eyes on him. She turned to say something to William but the grating, electric sound of feedback filled the air.

She looked towards the stage and saw Russell frozen in place, like his hand was glued to the microphone stand. From the side of the stage she could see his face. Immediately, she knew something wasn't right. For an agonizing moment, her heart and everything around her seemed to stop.

Then he dropped like a sack of potatoes and the music ground to a halt. Penny gasped, grabbing the arm of whoever was standing next to her. The roadies rushed to his side. She watched as they dragged him off stage, hurrying through the dark, and then she followed them at a dead run.

"Is he okay?" She asked desperately, dashing behind them up the steps and into their makeshift trailer.

"I don't know, I think he's in shock." One of the roadies said, propping Russell up on a chair.

Russell stared straight ahead, his hand lifted in the air like a dog with a wounded paw.

"Russell? Russell, it's Penny. Look at me!" She knelt in front of him, her hands cupping his face.

He looked at her without seeing her, his eyes unfocused. She patted his cheek, trying to keep his attention, but his eyes drifted.

"Get him a beer!" Dick suggested from the doorway.

Everyone seemed to drift in behind him, filling the tiny trailer. Someone handed Penny a beer and she popped the top, offering it to him.

He took it, then sat it down on the table beside him.

"Give me your hand, Russell." Penny said softly.

"I'm going to find whoever is in charge and kick his ass. Destroy this fucking dump!" Dick roared, slamming the door behind him.

And they did. As Penny wrapped a bandage around Russell's red and blistered palm, the band and crew overturned and broke everything in sight. Even William tipped over a half-empty cup of beer and then looked embarrassed about it.

It wasn't long before Dick returned, yelling and banging on the door, "Hey, hey, come on, come on! Let's get on the bus, let's go!"

Penny grabbed her tackle box purse and helped Russell to his feet as everyone flooded out of the wrecked trailer. They weaved towards the bus as Dick began arguing with a man in tight pants. Russell was still a little unsteady on his feet but Penny managed to push him up the stairs and into a seat. She was worried that he still hadn't said a word but at least his eyes were focused now. But he looked despondent.

She sat down next to him and took his hand, tracing the lines on his uninjured palm with her fingers as the rest of the band filed in.

"Russell, it'll be okay. I think this is a good sign for you. A very good sign. This is going to be a positive thing." Penny told him earnestly, smiling when he looked over at her, "It's happened to all the greats."

"Yeah?" He asked hoarsely and she nodded.

As the bus crashed through the locked gate and rolled off into the night, Russell laid his head on her shoulder and fell asleep. And all was right with the world.


End file.
